Melar Acquisition Corp. I filed an 8-K describing an Intercreditor Agreement entered on May 8, 2026 among Melar, Melar Capital Group, YA II PN, Everli Global Inc., Salvatore Palella and Palella Holdings LLC. The agreement governs how Melar and YA share rights on certain Everli promissory notes and related guarantees.
The lenders agree that their promissory note claims will rank pari passu, sharing principal payments and recoveries pro rata, while certain interest, fees and conversion amounts are excluded. Both lenders share a first-priority, perfected security interest over substantially all Everli and subsidiary assets and must receive substantially similar liens.
The agreement also sets coordination rules in insolvency situations and a bailment structure where, after YA funds at least $5,000,000, specified collateral is held by YA as bailee for both lenders. The filing links this structure to the previously announced proposed business combination between Melar and Everli, for which a Form S-4 registration statement and proxy statement/prospectus are expected.
Mizuho Financial Group reports beneficial ownership of 1,250,727 common shares (7.8%) of Melar Acquisition Corp. I. The filing states Mizuho has sole voting and dispositive power over 1,250,727 shares. The report notes those shares are directly held by Mizuho Securities USA LLC, a wholly owned subsidiary, and that related entities may be deemed indirect owners.
Melar Acquisition Corp. I has scheduled a special shareholder meeting for June 16, 2026 at the offices of Ellenoff Grossman & Schole LLP in New York. The meeting is intended in part to satisfy Nasdaq’s annual shareholder meeting requirement.
Shareholders who wish to bring business before the Special Meeting must deliver proposals to the company’s New York office no later than May 14, 2026, and such proposals must comply with Cayman Islands law, SEC rules and the company’s amended and restated charter. Only business set out in the definitive proxy statement may be transacted, and the terms of the Class I directors will not expire at this meeting.
Karpus Management, Inc. reports beneficial ownership of 988,505 shares of Melar Acquisition Corp. I/Cayman common stock, representing 4.57% of the class. The filing states Karpus has sole voting and dispositive power over the 988,505 shares and that this ownership is held directly in accounts managed by Karpus.
The amendment notes Karpus is a New York registered investment adviser controlled by City of London Investment Group plc but that "effective informational barriers" exist so Karpus exercises voting and investment power independently. The filing is signed by the Chief Compliance Officer on 04/07/2026.
Melar Acquisition Corp. I entered into third amendments to two key promissory notes tied to its pending business combination with Everli Global Inc.. The secured Everli Note and the Sponsor Note were each increased to an aggregate principal amount of up to $3,611,111.
The amended Sponsor Note, issued to Melar Acquisition Sponsor I LLC, is treated as a direct financial obligation of Melar and was issued under a private offering exemption. These financing changes support the transaction structure while Melar and Everli prepare a Form S-4 registration statement for shareholder approval of the business combination.
W. R. Berkley Corporation, through its subsidiary Berkley Insurance Company, reports beneficial ownership of 868,489 Class A ordinary shares of Melar Acquisition Corp. I, representing 5.4% of this share class as of the reported date.
The shares are held with shared power to vote and dispose, with no sole voting or dispositive power reported. The filer certifies the position was acquired and is held in the ordinary course of business and not for the purpose of changing or influencing control of Melar Acquisition Corp. I.
Melar Acquisition Corp. I reported that it and Everli Global Inc. have submitted a draft registration statement on Form S-4 to the SEC. The filing relates to their previously announced Agreement and Plan of Merger, under which Everli will combine with Melar through a business combination structure.
The Form S-4 will include a proxy statement for Melar shareholders and a prospectus for Melar securities to be issued in connection with the transaction. Once the registration statement is declared effective, a definitive proxy statement/prospectus will be mailed to Melar shareholders of record to solicit votes on approving the business combination.